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                            Before the
                Federal Communications Commission
                      Washington, D.C. 20554

                                 

In re Applications of           )
                                )
SFX BROADCASTING, INC.          )       File Nos. BTC, BTCH, BTCFT- 
(Transferor)                    )       970923A1 through D9, E2 and E3, GJ 
                                )       through HZ
and                             )
                                )
SBI HOLDING CORP.               )
(Transferee)                    )
                                )
For Consent to Transfer of      )
Control of SFX Broadcasting, Inc.,)
Licensee of                     )
                                )
KCEE(AM), Tucson, Arizona       )
KNST(AM), Tucson, Arizona       )
KRQQ(FM), Tucson, Arizona       )
KWFM-FM, Tucson, Arizona        )
                                )
KPLN(FM), San Diego, California )
KYXY(FM), San Diego, California )
                                )
WPKX(FM), Enfield, Connecticut  )
WPOP(AM), Hartford, Connecticut )
WHCN(FM), Hartford, Connecticut )
WKSS(FM), Hartford, Connecticut )
WPLR(FM), New Haven, Connecticut)
WMRQ(FM), Waterbury, Connecticut)
WWYZ(FM), Waterbury, Connecticut)
                                )
WBWL(AM), Jacksonville, Florida )
WOKV(AM), Jacksonville, Florida )
WMXQ(FM), Jacksonville, Florida )
WKQL(FM), Jacksonville, Florida )
WGNE-FM, Titusville, Florida    )
                                )
WNDE(AM), Indianapolis, Indiana )
WFBQ(FM), Indianapolis, Indiana )
WRZX(FM), Indianapolis, Indiana )
                                )
KRZZ-FM, Derby, Kansas          )
KNSS(AM), Wichita, Kansas       )
KKRD(FM), Wichita, Kansas       )
WHMP(AM), Northampton, Massachusetts)
WHMP-FM, Northampton, Massachusetts)
WSNE(FM), Taunton, Massachusetts)
                                )
WMJY(FM), Biloxi, Mississippi   )
WJDS(AM), Jackson, Mississippi  )
WZRX(AM), Jackson, Mississippi  )
WJDX(FM), Jackson, Mississippi  )
WKTF(FM), Jackson, Mississippi  )
WMSI-FM, Jackson, Mississippi   )
WKNN-FM, Pascagoula, Mississippi)
WSTZ-FM, Vicksburg, Mississippi )
                                )
WGNA(AM), Albany, New York      )
WGNA-FM, Albany, New York       )
WPYX(FM), Albany, New York      )
WBAB-FM, Babylon, New York      )
W296AT (Translator), Catskill, New York)
WGBB(AM), Freeport, New York    )
WBLI(FM), Patchogue, New York   )
WTRY-FM, Rotterdam, New York    )
WHFM(FM), Southampton, New York )
WTRY(AM), Troy, New York        )
                                )
WRSN(FM), Burlington, North Carolina)
WDCG(FM), Durham, North Carolina)
WTCK(AM), Greensboro, North Carolina)
WMYI(FM), Hendersonville, North Carolina)
WLYT(FM), Hickory, North Carolina)
WMFR(AM), High Point, North Carolina)
WHSL-FM, High Point, North Carolina)
WMAG(FM), High Point, North Carolina)
WRFX(FM), Kannapolis, North Carolina)
WTRG(FM), Rocky Mount, North Carolina)
WKKT(FM), Statesville, North Carolina)
WRDU(FM), Wilson, North Carolina)
                                )
WTAE(AM), Pittsburgh, Pennsylvania)
WDVE(FM), Pittsburgh, Pennsylvania)
WJJJ(FM), Pittsburgh, Pennsylvania)
WVTY(FM), Pittsburgh, Pennsylvania)
WXDX(FM), Pittsburgh, Pennsylvania)
                                )
WHJJ(AM), Providence, Rhode Island)
WHJY(FM), Providence, Rhode Island)
WROQ(FM), Anderson, South Carolina)
WSSL-FM, Gray Court, South Carolina)
WGVL(AM), Greenville, South Carolina)
                                )
WRVW(FM), Lebanon, Tennessee    )
WSIX-FM, Nashville, Tennessee   )
                                )
KBFB(FM), Dallas, Texas         )
KTXQ-FM, Fort Worth, Texas      )
KQUE(AM), Houston, Texas        )
KKPN(FM), Houston, Texas        )
KKRW(FM), Houston, Texas        )
KODA(FM), Houston, Texas        )
                                )
WKHK(FM), Colonial Heights, Virginia)
WBZU(FM), Richmond, Virginia    )
WMXB(FM), Richmond, Virginia    )
WKLR(FM), Williamsburg, Virginia)
                                )
WISN(AM), Milwaukee, Wisconsin  )
WLTQ(FM), Milwaukee, Wisconsin  )
                                )
                                )
DANBURY BROADCASTING, INC.,     )       File Nos. BAL, BALH-980320GE
SOUTHERN STARR LTD. PARTNERSHIP )       through GN
COMMODORE MEDIA OF              )       
WESTCHESTER, INC.,              )
BENCHMARK GREENVILLE L.L.C.,    )
WJMZ LICENSE LTD. PARTNERSHIP,  )
SFXTX LTD. PARTNERSHIP,         )
(Assignors)                     )       
                                )
and                             )
                                )
CAPSTAR BROADCASTING CORP.      )
(Assignee)                      )
                                )
For the Assignment of the licenses of)
                                )
WINE(AM), Brookfield, Connecticut)
WRKI(FM), Brookfield, Connecticut)
WGNE-FM, Titusville, Florida    )
WPUT(AM), Brewster, New York    )
WAXB(FM), Patterson, New York   )
WTPT(FM), Forest City, North Carolina)
WESC(AM), Greenville, South Carolina)
WESC-FM, Greenville, South Carolina)
WJMZ(FM), Anderson, South Carolina)
KKPN(FM), Houston, Texas        )
                                )
                                )
CAPSTAR BROADCASTING CORP.      )       File Nos. BAL, BALH-980320GR
(Assignor)                      )       through HA
                                )
and                             )
                                )
HENRY M. RIVERA, TRUSTEE        )
(Assignee)                      )
                                )
For the Assignment of the licenses of)
                                )
WINE(AM), Brookfield, Connecticut)
WRKI(FM), Brookfield, Connecticut)
WGNE-FM, Titusville, Florida    )
WPUT(AM), Brewster, New York    )
WAXB(FM), Patterson, New York   )
WTPT(FM), Forest City, North Carolina)
WESC(AM), Greenville, South Carolina)
WESC-FM, Greenville, South Carolina)
WJMZ(FM), Anderson, South Carolina)
KKPN(FM), Houston, Texas        )
                                )
                                )
WJMZ LICENSE LTD. PARTNERSHIP,  )       File Nos. BAL, BALH-980324GE, GG
BENCHMARK GREENVILLE L.L.C.     )       through GI
(Assignors)                     )
                                )
and                             )
                                )
CLEAR CHANNEL RADIO LICENSES,   )
INC.                            )
(Assignee)                      )
                                )
For the Assignment of the licenses of)
                                )
WTPT(FM), Forest City, North Carolina)
WJMZ(FM), Anderson, South Carolina)
WESC(AM), Greenville, South Carolina)
WESC-FM, Greenville, South Carolina)
                                )
                                )
SFXTX LTD. PARTNERSHIP          )       File No. BALH-980325GJ
(Assignor)                      )
                                )
and                             )
                                )
HBC HOUSTON LICENSE CORP.       )
(Assignee)                      )
                                )
For the Assignment of the license of)
                                )
KKPN(FM), Houston, Texas        )



SOUTHERN STARR LTD. PARTNERSHIP )       File No. BALH-980326GE
(Assignor)                      )
                                )
and                             )
                                )
CLEAR CHANNEL METROPLEX         )
LICENSES, INC.                  )
(Assignee)                      )
                                )
For the Assignment of the license of)
                                )
WGNE-FM, Titusville, Florida    )

                  MEMORANDUM OPINION AND ORDER

Adopted:  May 21, 1998                  Released:  May 21, 1998

     By the Chief, Mass Media Bureau:

     
I.  The Commission, by the Chief, Mass Media Bureau, acting pursuant to delegated authority, has before it
for consideration the above-captioned, unopposed applications for consent to:  (1) transfer control of SFX
Broadcasting, Inc. ("SFX"), licensee through wholly-owned subsidiaries of 81 radio stations, to SBI Holding
Corp., which is ultimately controlled by Thomas O. Hicks ("Hicks"); (2) assign to third parties the licenses of
six radio stations which are or will be controlled by Hicks concurrently with the proposed merger, in order to
comply with 47 C.F.R.  73.3555(a), the local radio ownership rules, as well as an agreement with the
Department of Justice, see infra,  4; (3) assign to an insulated trust the licenses of the radio stations to be
divested, in order to ensure local radio ownership rule compliance in the event that the divestitures cannot be
consummated at the time of the merger; and (4) assign to trust four additional radio stations which are
controlled by Hicks in order to comply with the local radio ownership rules.  Also before the Commission are
Hicks's request for waivers of 47 C.F.R.  73.3555(c), the one-to-a-market rule, in connection with its
proposed acquisition of control of SFX radio stations in three markets.

                           BACKGROUND
                                
     1.  Hicks is the sole shareholder of HM3/Capstar, Inc. and HM2/Chancellor Holdings, Inc., both of
which control numerous radio stations through subsidiaries including Capstar Broadcasting Partners, Inc. and
Chancellor Media Corp.  In addition, the Commission recently granted consent for Hicks to acquire control of
LIN Television Corp., licensee of nine television stations.  AT&T Corp., DA 98-424 (MMB March 2, 1998). 
The proposed merger would create three new radio-television station combinations: (1) a one television/five
FM/one AM combination in the Hartford-New Haven, Connecticut market; (2) a one television/two FM/one
AM combination in Indianapolis, Indiana; and (3) a one television/one FM combination in the Norfolk-
Portsmouth-Newport News ("Norfolk"), Virginia market.  Because the Grade A contours of Hicks's television
stations in these three markets encompass the communities of license of the SFX radio stations that Hicks
proposes to acquire, Hicks has, in each case, requested waivers of the one-to-a-market rule, which otherwise
would prohibit common ownership of radio and television station combinations in these markets.  See 47
C.F.R. 
 73.3555(c).
     
     2.  Grant of the above-captioned transfer of control application also would result in the creation of new
radio station groups in numerous local radio markets, as well as Hicks's acquisition of control of existing SFX
station groups in markets where Hicks does not control any radio stations.  Hicks has submitted showings to
demonstrate that, following its divestitures of a total of ten radio stations in the (1) Hartford-New Haven, (2)
Orlando, Florida, (3) Greenville, South Carolina and (4) Houston, Texas markets, its acquisition of control of
SFX will comply with the numerical limits of the local radio ownership rules.  Hicks proposes to consummate
divestiture of the stations in the Orlando, Greenville and Houston markets concurrently with the merger.  In
order to ensure local radio ownership rule compliance in the event that the merger and some of these
divestitures cannot be consummated concurrently, Hicks also has filed applications to assign the stations to be
divested in the Orlando, Greenville and Houston markets to a trust insulated in accordance with the
Commission's rules and policies.  In addition, Hicks has filed applications to assign the Hartford-New Haven
stations to be divested to the trust in order to comply with the local radio ownership rules.

     3.  The proposed Greenville and Houston divestitures also are required by the terms of an agreement
with the Department of Justice ("DOJ") settling a civil antitrust action regarding the merger, whereby DOJ does
not object to the merger provided that Hicks accomplishes the proposed divestitures in those markets, as well
as divestitures of a total of six SFX stations in the Nassau-Suffolk, New York, Jackson, Mississippi and
Pittsburgh, Pennsylvania markets.  Under the terms of the DOJ settlement agreement, the required divestitures
must be accomplished within six months of the filing of the proposed Final Judgment in the civil antitrust action
(three months in the case of the New York stations), or within five business days after notice of entry of the
Final Judgment.  Divestitures must be to parties approved by the Department of Justice; if any of the stations
are not divested within the required period, the Department of Justice may ask the court to appoint a trustee
to sell them.  Proposed Final Judgment in United States v. Hicks, Muse, Tate & Furst Inc., Case No. CV98-
2422 (E.D.N.Y., filed March 31, 1998).

     4.  Furthermore, the proposed Orlando, Greenville and Houston divestitures would result in new radio
station groups controlled by Clear Channel Communications, Inc. ("Clear Channel") in Orlando and Greenville
and by Heftel Broadcasting Corp. ("Heftel") in Houston.  Clear Channel and Heftel also have submitted
showings to demonstrate that their acquisition of the divested stations in these markets would comply with the
local ownership rules.

     5.  For the reasons that follow, we will grant the subject transfer of control and assignment
applications.  We also will grant Hicks's requests for one-to-a-market waivers in the Hartford-New Haven
and Norfolk markets conditioned on the outcome of pending rule making proceedings regarding television
ownership and attribution.  See Television Broadcast Ownership, Second Further Notice of Proposed Rule
Making in MM Docket Nos. 91-221 and 87-8, 11 FCC Rcd 21655 (1996) ("Second Further NPRM");
Attribution of Broadcast and Cable/MDS Interests, Further Notice of Proposed Rule Making in MM Docket
94-150, 92-51 and 87-154, 11 FCC Rcd 19895 (1996) ("Further NPRM").  In addition, we will grant a
permanent, unconditional one-to-a-market waiver for Hicks's proposed radio-television combination in
Indianapolis.  As discussed below, however, our approval of the merger will be conditioned on the divestiture
of certain radio stations in the Hartford-New Haven, Orlando, Greenville and Houston markets, or assignment
of such stations to a trust, concurrently with the merger.  Our actions also will be conditioned on Hicks's
compliance with the terms of the DOJ settlement agreement concerning the merger.

                  LOCAL RADIO OWNERSHIP RULES

     6.  The local radio ownership rules impose restrictions on the number of radio stations in the same
service and the number of radio stations overall that may be commonly owned in any given local radio market. 
47 C.F.R.  73.3555(a); see Implementation of Sections 202(a) and 202(b)(1) of the Telecommunications
Act of 1996, 11 FCC Rcd 12368 (1996).  A local radio market is defined by the area encompassed by the
mutually overlapping principal community contours of the stations proposed to be co-owned.  47 C.F.R. 
73.3555(a).  Under the radio local ownership rules, as amended by the Telecommunications Act of 1996, in
a radio market with 45 or more commercial radio stations, a party may own up to eight commercial radio
stations, no more than five of which are in the same service; in a market with 30 to 44 commercial radio
stations, a single entity may own up to seven commercial radio stations, no more than four of which are in the
same service; in a market with 15 to 29 stations, a party may own up to six stations, no more than four of
which are in the same service; and, in markets with 14 or fewer stations, one owner may hold up to five
stations, no more than three of which are in the same service, except that no one entity may control more than
50 percent of the stations in a market.  Id. at  73.3555(a)(1).

     7.  Grant of the above-captioned transfer of control application would result in Hicks's acquisition of
control of existing SFX station groups in numerous local radio markets.  In this section, we will first address
Hicks's acquisition of control of SFX station groups in local radio markets where Hicks controls no radio
stations.  Second, we will consider new station groups created by the merger that would comply with the
numerical limits of the local radio ownership rules.  Third, we will address new station groups created by the
merger that would not comply with the numerical limits of the local radio ownership rules, and the means by
which Hicks proposes to ensure compliance with these limits.  
     8.  First, Hicks would acquire as a result of the merger SFX station groups in a number of local radio
markets where Hicks controls no radio stations.  The common ownership of these SFX station groups
previously was reviewed under the local radio ownership rules and approved by the Commission.  Furthermore,
we have determined that continued common ownership of these station groups would comply with the local
radio ownership rules.  These station groups are located in the following markets:  (1) Tucson, Arizona; (2)
San Diego, California; (3) Indianapolis, Indiana; (4) Wichita, Kansas; (5) Biloxi-Pascagoula and Jackson,
Mississippi; (6) Albany-Schenectady-Troy, New York; (7) Raleigh-Durham and Greensboro-High Point,
North Carolina; (8) Providence, Rhode Island; (9) Nashville, Tennessee; and (10) Richmond, Virginia.

     9.  In addition, the proposed merger would create new station groups in a number of local radio
markets where Hicks controls radio stations.  Hicks has submitted showings demonstrating that its prospective
control of new station groups in these markets complies with the numerical limitations of the local radio
ownership rules.  The markets are as follows:  (1) Jacksonville, Florida; (2) Boston, Massachusetts; (3)
Nassau-Suffolk, New York; (4) High Point-Statesville, North Carolina; (5) Pittsburgh, Pennsylvania; and
(6) Dallas-Fort Worth, Texas.  The Department of Justice has reviewed the merger and will require Hicks
to divest its prospective interests in certain SFX stations in the Jackson, Nassau-Suffolk and Pittsburgh
markets, as well as in the Greenville and Houston markets, see supra,  4, but otherwise has determined not
to challenge the merger on antitrust grounds.  See, e.g., Shareholders of Citicasters, Inc., 11 FCC Rcd 19135,
19142 (1996) (DOJ antitrust determination considered in connection with Commission review of applicant's
proposed radio ownership).  Based on these considerations, and our independent review of the record in this
case, with regard to the local radio ownership rules we find that Hicks's acquisition of control of SFX stations
in the above-stated markets would be consistent with the public interest.  See, e.g., S.E. Licensee G.P., 11 FCC
Rcd 16727 (1996); Shareholders of Citicasters, Inc., 11 FCC Rcd at 19135.  We will, however, condition our
approval of the transfer of control of these stations on Hicks's compliance with the terms of the DOJ settlement
agreement requiring divestiture of certain stations in the Jackson, Nassau-Suffolk and Pittsburgh areas.  See
supra,  4.  We also will coordinate our review of the sale of the stations to be divested with the Department
of Justice before taking action on such applications. 

     10.  Hicks's acquisition of control of SFX stations in the Hartford-New Haven, Orlando, Greenville
and Houston markets, where Hicks also controls radio stations, would create new station groups exceeding the
local radio ownership rules' numerical limitations.  Hicks, therefore, proposes to divest a total of ten stations
in these markets, or assign the stations to be divested to an insulated trust, concurrently with the merger.  We
shall address below Hicks's proposed divestiture of stations in the Orlando, Greenville and Houston markets,
and then turn to Hicks's proposal to assign to a trust the Hartford-New Haven stations to be divested, as well
as its proposal to assign the Orlando, Greenville and Houston stations to be divested to a trust in the event the
proposed divestitures in those markets cannot be consummated concurrently with the merger.   

     11.  In the Orlando area, Hicks controls an existing group of five FM stations.  The principal
community contours of these stations mutually overlap with the SFX station WGNE-FM, Titusville, Florida. 
Hicks states that there are more than 45 radio stations in the relevant local radio market.  Because a single
entity may not control more than five same-service stations in a market, however, Hicks's acquisition of control
of WGNE-FM would violate the local radio ownership rules.  See 47 C.F.R.  73.3555(a)(1).  Accordingly,
Hicks proposes to divest WGNE-FM to Clear Channel.  We have determined that Clear Channel is otherwise
qualified to acquire WGNE-FM and the application to assign WGNE-FM to Clear Channel will be granted.

     12.  In the Greenville area, Hicks controls four FM and two AM stations, and SFX controls three FM
stations and one AM station.  Based on the showing submitted by Hicks, we have determined that the
principal community contours of these stations constitute two local markets, each composed of stations with
mutually overlapping principal community contours.  Hicks's showing also demonstrates that there are more
than 45 radio stations in each market.  The first market, however, would include all seven FM stations in the
Greenville area, in excess of the five same-service station restriction of the local radio ownership rules.  Id. 
Accordingly, and in order to comply with the DOJ settlement agreement, see supra,  4, Hicks proposes to
divest WTPT(FM), Forest City, North Carolina, WJMZ(FM), Anderson, and WESC(AM) and WESC-FM,
Greenville, South Carolina to Clear Channel.  Hicks's showing demonstrates that the divestiture of these four
stations would leave Hicks with a four FM/one AM station group in one market and a two FM/one AM group
in the other.  We have determined that Clear Channel is otherwise qualified to acquire these four stations and
the applications to assign the stations to Clear Channel will be granted.

     13.  In the Houston area, Hicks controls two FM and three AM stations, and SFX controls three FM
stations and one AM station.  Hicks also has an attributable LMA for KLDE(FM), Houston, and is the
proposed assignee of the station (File No. BALH-971014GI).  Based on the showing submitted by Hicks, we
have determined that the principal community contours of these stations constitute two local "radio markets,"
each composed of stations with mutually overlapping principal community contours.  47 C.F.R.  73.3555(a). 
Hicks's showing also demonstrates that there are more than 45 radio stations in each market.  The first local
radio market, however, would include all six FM stations in the Houston area, in excess of the five same-
service station limitation of the local radio ownership rules.  See id.  Accordingly, and in order to comply with
the DOJ settlement agreement, see supra,  4, Hicks proposes to divest KKPN(FM), Houston to Heftel.  The
divestiture of KKPN(FM) would leave Hicks with a five FM/three AM station group in one Houston local
radio market and a one FM/three AM group in the other.  We have determined that Heftel is otherwise
qualified to acquire KKPN(FM) and the application to assign the station to Heftel will be granted.   
 
     14.  We find that Hicks's proposed divestitures of stations in the Orlando, Greenville and Houston
markets would bring its acquisition of control of SFX stations in these markets into compliance with the local
radio ownership rules.  Furthermore, the proposed assignees of the stations to be divested have demonstrated
their qualifications to acquire the stations.  Our review of the record in this case reveals no other circumstances
that would preclude grant of the divestiture applications.  In this regard, we note that the Department of Justice
has reviewed the merger and will require Hicks to divest its prospective interests in the five SFX stations to
be divested in the Greenville and Houston areas, as well as in certain SFX stations in the Jackson, Nassau-
Suffolk and Pittsburgh areas, see supra,  4, but otherwise has determined not to challenge the merger on
antitrust grounds.  See, e.g., Shareholders of Citicasters, Inc., 11 FCC Rcd at 19142.  Accordingly, with
regard to the local radio ownership rules, we find that Hicks's acquisition of control of SFX stations in the
Orlando, Greenville and Houston markets would be consistent with the public interest.  See, e.g., S.E. Licensee
G.P., 11 FCC Rcd at 16727; Shareholders of Citicasters, Inc., 11 FCC Rcd at 19135.  We will, however,
condition our approval of the divestitures on their consummation concurrently with the merger.  In addition,
we will condition our approval of the merger on consummation of the proposed Orlando, Greenville and
Houston divestitures or, alternatively, assignment of the stations to be divested in these markets to the Henry
M. Rivera trust, concurrently with the merger. 
    
     15.  As stated above, Hicks has filed applications to assign the Orlando, Greenville and Houston
stations to be divested to an insulated trust in order to ensure local radio ownership rule compliance in the event
that the good faith and diligent efforts of the parties to accomplish the proposed divestitures in these markets
concurrently with the merger fail.  Furthermore, Hicks proposes to assign four Hartford-New Haven area
stations to the trust in order to ensure local radio ownership rule compliance.  SFX controls an existing group
of five FM stations and one AM station in the Hartford-New Haven market.  The principal community
contours of these stations mutually overlap with that of the Hicks-controlled WRKI(FM), Brookfield,
Connecticut.  Hicks has submitted a showing which demonstrates that there are more than 45 radio stations
in the relevant local radio market.  Again, however, under the local radio ownership rules a single entity may
not control more than five same-service radio stations in a market.  47 C.F.R.  73.3555(a).  Accordingly,
Hicks proposes to assign WRKI(FM) to trust, together with three other stations which are not part of the
relevant market but are to be sold with WRKI(FM) as a package.  See supra, n. 8.

     16.  The Commission has found that trusts legitimately may be used to avoid attribution of broadcast
interests under the local radio ownership rules.  See Attribution of Ownership Interests, Report and Order in
MM Docket No. 83-46, 97 FCC 2d 997, 1023-24 (1984) (subsequent history omitted).  Under the
Commission's attribution criteria, the ownership interests of beneficiaries will not be attributed to them if they
are sufficiently insulated to prevent the exercise of control or influence over the trustee.  Id.  We have reviewed
the trust agreement submitted by Hicks and find that it conforms with the Commission's insulation standards. 
Although the trust is not irrevocable because it is subject to prompt termination upon divestiture of a sufficient
number of stations in each of the relevant local radio markets, this provision does not affect the trust's
eligibility for insulation from attribution.  See Stockholders of Infinity, 12 FCC Rcd 5012, 5041 (1996).  The
trust agreement ensures that control of the stations to be held in trust rests with, and must be exercised solely
by, Henry M. Rivera, the designated trustee.  It clearly states that there will be no communications between
Hicks or its subsidiaries and the trustee regarding the management or operation of the stations held in trust. 
In addition, Hicks has represented that Henry M. Rivera is an independent individual with no familial or
business relationships with Hicks.
   
     17.  Nevertheless, we recognize that when the trust is implemented, Hicks will hold attributable
interests in the maximum number of same-service radio stations in the Hartford-New Haven market at the same
time that it holds a beneficial interest in an additional station in the market through the insulated trust. 
Likewise, if the trust is implemented with respect to the Orlando and Houston stations to be divested, Hicks
will hold attributable interests in the maximum number of overall or same-service radio stations in these
markets at the same time that it holds beneficial interests in an additional station in each market through the
trust.  Furthermore, if the trust is implemented with respect to the Greenville stations to be divested, Hicks will
hold attributable interests in four FM and two AM stations at the same time it holds beneficial interests in three
FM stations in the same market.  The Commission previously has indicated that, although these kind of trust
arrangements may be effective in avoiding the influence which would trigger attribution and our concern for
diversity, they are less able to avoid raising the Commission's concerns regarding competition in the affected
markets, given that the multiple station owner involved also is the beneficiary of the trust.  See id.  This is
particularly true with regard to WRKI(FM) in Hartford-New Haven and WGNE-FM in Orlando, neither of
which is subject to the DOJ settlement agreement.  Under the terms of the trust agreement, therefore, Hicks may
elect to sell stations other than these two in order to comply with the local radio ownership rules, in which case
WRKI(FM) and WGNE-FM could be reassigned to Hicks from the trust.  Thus, the stations will not
necessarily be offered for sale to competitors of Hicks in their respective markets. 

     18.  As stated above, the Department of Justice has reviewed the proposed merger and determined not
to challenge it on antitrust grounds, provided that Hicks divests its prospective interests in certain SFX stations
in the Greenville and Houston markets, as well as in the Jackson, Nassau-Suffolk and Pittsburgh markets.  See
supra,  4.  The Commission has, in the past, considered DOJ antitrust determinations in connection with its
review of an applicant's proposed radio ownership.  See Shareholders of Citicasters, Inc., 11 FCC Rcd at
19142.  We have taken into account the Department of Justice's determination, which we find to be relevant
and probative evidence concerning the competitive effect of the merger in the Hartford-New Haven, Orlando,
Greenville and Houston markets.  This determination, together with the conditions we will impose to ensure
that Hicks promptly comes into compliance with the Commission's local radio ownership rules, persuades us
that grant of the applications to assign to trust the stations to be divested in the Hartford-New Haven, Orlando,
Greenville and Houston markets will not have an adverse effect on competition in these markets.  See, e.g.,
NewCity Communications, Inc., 12 FCC Rcd 3929, 3954-55 (1997). 
  
     19.  We believe that it is appropriate to ensure that the trust, which would give Hicks beneficial
interests in stations that exceed the numerical ownership limits, is short term.  Accordingly, we will approve
assignment of the stations to be divested to the trust for a limited period of up to six months or, in the case of
the stations subject to the DOJ settlement agreement, up to six months from the filing of the proposed Final
Judgment in the Department of Justice's civil antitrust action, or within five business days after notice of entry
of the Final Judgment.  See supra,  4.  This will allow a reasonable period of time for the necessary
divestitures to be completed and the trust to be terminated.  Any request to extend this temporary period should
be filed at least 45 days prior to the end of the period and will be closely scrutinized.  In addition, with regard
to the stations subject to the DOJ settlement agreement, we will impose a condition on our action requiring the
trustee to comply with the terms of the DOJ settlement agreement in connection with the ultimate sale of the
stations.  We also will coordinate our review of the proposed sale of these stations with the Department of
Justice before taking action on any such applications.  Furthermore, with regard to the stations to be divested
in the Orlando, Greenville and Houston markets, we emphasize that we are approving assignment of these
stations to the trust for the limited purpose of providing a means for the merger to proceed should the good faith
and diligent efforts of the parties to accomplish the divestitures concurrently with the merger fail.    

                ONE-TO-A-MARKET WAIVER REQUESTS

     20.  One-To-A-Market Waiver Showings.  Hicks bases its requests for one-to-a-market waivers on the
standards adopted in the Second Report and Order in MM Docket No. 87-7, 4 FCC Rcd 1741 ("Second
Report and Order"), recon. granted in part, denied in part, 4 FCC Rcd 6489 (1989) ("Second Report and
Order Recon.").  Under these standards, the Commission presumptively favors waiver requests involving
television and radio station combinations in the top 25 markets where at least 30 separately owned, operated
and controlled broadcast licensees or "voices" would remain after the proposed combination.  The
Commission also favors waiver requests involving "failed" stations, that is, stations that have not been
operating for a substantial period of time or are involved in bankruptcy proceedings.  47 C.F.R.  73.3555 n.
7.  Other waiver requests are evaluated using the more rigorous case-by-case standard, as set forth in the
Second Report and Order.

     21.  Hicks requests one-to-a-market waivers in the following markets: (1) Hartford-New Haven, the
27th largest Nielson Designated Market Area ("DMA"); (2) Indianapolis, the 25th largest DMA; and (3)
Norfolk, the 40th largest DMA.  Hicks does not claim that any of the requests involves a "failed station" as
defined by the Commission.  All of Hicks's waiver requests must be evaluated under the case-by-case standard
because the only top 25 market involved is Indianapolis, and the Indianapolis waiver request involves the
common ownership of more than one same-service radio station with a television station.  See Revision of
Radio Rules and Policies, Memorandum Opinion and Order in MM Docket 91-140, 7 FCC Rcd 6387, 6394
n. 40 (1992).  Under the case-by-case standard, the Commission makes a public interest determination based
upon the following criteria:  (1) the potential public service benefits of joint operation of the facilities, such as
the economies of scale, cost savings and programming and service benefits; (2) the types of facilities involved;
(3) the number of media outlets owned by the applicant in the relevant market; (4) the financial difficulties of
the stations involved; and (5) the nature of the relevant market in light of the level of competition and diversity
after the joint operation is implemented.  Second Report and Order, 4 FCC Rcd at 1753-54.  We note that not
all five of the factors are necessarily relevant in each case.  See Second Report and Order Recon., 4 FCC Rcd
at 6491.  In support of its waiver requests, Hicks has submitted showings which address the case-by-case
factors in each market.

     22.  Benefits of Joint Operation.  Hicks asserts that common ownership of its proposed radio-television
combinations in the Hartford-New Haven, Indianapolis and Norfolk markets will result in substantial cost
savings, programming improvements and other public interest benefits.  Hicks estimates that joint ownership
of the radio and television stations in its proposed combinations will result in total annual cost savings of
$345,000 in Hartford-New Haven, $466,562 in Indianapolis and $54,800 in Norfolk.  Hicks states that its
television stations will make their news operations available to the Hicks radio stations in each market, enabling
the latter to provide comprehensive local, national, and international news coverage without incurring the
expense of developing and maintaining their own news staffs and facilities.  More specifically, Hicks states that
its television stations will produce news programming, including hourly five-minute audio news inserts, for
airing on Hicks radio stations in each market between 10:00 a.m. and midnight.  In addition, Hicks asserts that
the radio stations will have access to audio feeds of the Hicks television stations' news and weather bulletins
and live coverage of local emergencies.  Hicks also states that its television stations' coverage of local political
candidate debates will be made available to its radio stations in each market for simulcasting or delayed
rebroadcast.  Hicks adds that the Hartford-New Haven and Indianapolis radio stations will have access, via
fiber optic links, to the Hicks television stations' doppler radar systems for state-of-the-art weather information.

     23.  Hicks states that public interest benefits of a non-programming nature also will flow from its
ownership of the proposed combinations.  Hicks lists a number of community events and charitable causes that
its television stations sponsor and promote on the air in their local communities each year.  Hicks states that
its radio stations in each market will participate in these activities, asserting that the combined efforts of the
television and radio stations will reach larger audiences and result in increased benefits to the events and causes
involved.  Furthermore, Hicks states that the stations in its proposed combinations will work jointly to
strengthen their equal employment opportunity ("EEO") recruitment efforts by sharing information on job
openings, applicants and recruitment sources.  Hicks anticipates that such information-sharing will make
minority and women applicants aware of additional broadcast employment opportunities and expand the pool
of minority and women applicants at each of its commonly-controlled stations.  Hicks proposes to utilize
similar information-sharing techniques for its Hartford-New Haven and Indianapolis student internship
programs, which provide work opportunities at Hicks television stations to students from local schools and
colleges, many of whom are women or members of minority groups. 

     24.  Types of Facilities.  Hicks has described the facilities of the stations that comprise its proposed
combinations in the markets where it requests waivers, and contends that the combinations in these markets
will not be dominant from a technical standpoint.  In the Hartford-New Haven market, Hicks currently controls
WTNH-TV (ABC affiliate), New Haven, a VHF station operating on Channel 8 with an effective radiated
power ("ERP") of 166 kW and antenna height above average terrain ("HAAT") of 1,210 feet.  Hicks also has
a local marketing agreement ("LMA") with UHF station WBNE(TV) (unaffiliated), New Haven, which
operates on channel 59.  Hicks proposes to acquire control of the SFX station group of WPLR(FM), New
Haven, WPOP(AM), WHCN(FM) and WKSS(FM), Hartford, and WMRQ(FM) and WWYZ(FM),
Waterbury, Connecticut.  Hicks states that WPOP(AM) is a Class III AM station and that the other radio
stations are Class B FM stations.  According to Hicks, WPLR(FM) operates on 99.1 MHz with an ERP of
14.1 kW from a 950 foot antenna, WPOP(AM) operates on 1410 kHz with an ERP of 5 kW, WHCN(FM)
operates on 105.9 MHz with an ERP of 16 kW from an 867 foot antenna, WKSS(FM) operates on 95.7 MHz
with an ERP of 16.5 kW from an 880 foot antenna, WMRQ(FM) operates on 104.1 MHz with an ERP of 17
kW from an 859 foot antenna, and WWYZ(FM) operates on 92.5 MHz with an ERP of 17.8 kW from an 879
foot antenna.  Hicks asserts that the Hartford-New Haven market includes three television stations with
facilities superior to those of WTNH-TV, eight AM stations with facilities comparable or superior to those of
WPOP(AM), and seven FM stations with facilities comparable to the stations in Hicks's proposed FM station
group.

     25.  In Indianapolis, Hicks currently controls VHF station WISH-TV (CBS affiliate), Indianapolis,
which operates on channel 8 with an ERP of 316 kW from a 990 foot antenna.  Hicks proposes to acquire
control of the SFX station group of WNDE(AM), WFBQ(FM) and WRZX(FM), Indianapolis.  According to
Hicks, WNDE(AM) is a Class III AM station operating on 1260 kHz with an ERP of 5 kW, WFBQ(FM) is
a Class B FM station operating on 94.7 MHz with an ERP of 58 kW from an 804 foot antenna, and
WRZX(FM) is a Class B FM station operating on 103.3 MHz with an ERP of 18 kW from an 850 foot
antenna.  Hicks asserts that the Indianapolis market includes one television station with comparable, and two
with superior, facilities to those of WISH-TV, six AM stations with facilities comparable or superior to those
of WNDE(AM), including three Class III AM stations, and seven FM stations with facilities comparable to
those of WRZX(FM).

     26.  In the Norfolk market, Hicks currently controls VHF station WAVY-TV (NBC affiliate),
Portsmouth, which operates on channel 10 with an ERP of 316 kW from a 990 foot antenna.  Hicks also has
an LMA with UHF station WVBT(TV) (unaffiliated), Virginia Beach, which operates on Channel 43.  Hicks
proposes to acquire control of WKLR-FM, Williamsburg, a Class B FM station operating on 96.5 MHz with
an ERP of 50 kW from a 492 foot antenna.  Hicks asserts that the market includes one television station with
comparable, and one with superior, facilities to those of WAVY-TV, as well as 13 radio stations with
comparable, and two with superior, facilities to those of WKLR-FM.

     27.  Other Media Outlets/Financial Condition.  Hicks states that, other than the above-mentioned
stations, it has no broadcast interests in the subject markets.  Hicks states that none of the broadcast stations
at issue is in financial distress.

     28.  Competition and Diversity.  Hicks contends that its proposed ownership of television-radio
combinations in the Hartford-New Haven, Indianapolis and Norfolk markets will not have a significant adverse
effect on either diversity or competition in those markets.  Hicks asserts that after the merger the Hartford-New
Haven market would be served by 32 separate voices, including 11 television stations licensed to eight separate
owners in the DMA and 41 radio stations (21 AM and 20 FM) licensed to 25 separate owners in the Hartford-
New Haven television metro market.  Hicks also states that the market is served by other mass media outlets
and lists 24 cable operators reaching 86 percent of the total households, one multichannel multipoint
distribution services ("MMDS") operator, 12 LPTV stations and 13 daily and 43 weekly newspapers and
publications.  With regard to economic concentration and competition, Hicks states that its proposed
combination will garner a combined television and radio advertising revenue share of 25.95 percent.  Hicks also
states that the relevant market includes two Arbitron-ranked radio advertising revenue markets:  Hartford, in
which WPOP(AM), WHCN(FM), WKSS(FM) and WWYZ(FM) garner a combined share of 33.77 percent;
and New Haven, in which WPLR(FM) garners a 45.25 percent share.  Hicks asserts that the four-station
American Radio Systems License Corp. group in the Hartford market commands a 49.34 percent radio
advertising revenue share, and the three-station Clear Channel group in the New Haven market commands a
45.25 percent share.

     29.  Hicks states that the Indianapolis market would be served by 39 separate voices after the merger,
including 14 television stations licensed to 13 separate owners in the DMA and 42 radio stations (12 AM and
30 FM) licensed to 27 separate owners in the Indianapolis television metro market.  Hicks also states that the
market is served by other mass media outlets and lists 40 cable operators reaching 65 percent of the
households, six MMDS and one multipoint distribution services operators, 11 LPTV stations and 28 daily and
51 weekly newspapers and publications.  Hicks states that its proposed combination will garner a combined
television and radio advertising revenue share of 24.27 percent in the Indianapolis market.

     30.  Hicks contends that the Norfolk market would be served by 30 separate voices after the merger,
including eight television stations licensed to eight separate owners in the DMA and 36 radio stations (14 AM
and 22 FM) licensed to 25 separate owners in the Norfolk television metro market.  Hicks also states that the
market is served by other mass media outlets and lists 14 cable operators reaching 74 percent of the
households, two MMDS operators, 17 LPTV stations and four daily and 14 weekly newspapers and
publications.  With regard to economic concentration and competition, Hicks states that WAVY-TV garners
26.54 percent of television advertising revenue in the DMA, a share similar to those of the other network
affiliates in the DMA.  WKLR-FM garners a 4.5 percent share of the Arbitron-ranked Richmond radio
advertising revenue market.  Hicks points out that Sinclair Communications, Inc. controls a one television/five
radio station combination in the Norfolk market.  

     31.  Television local marketing agreements.  Before considering Hicks's one-to-a-market rule waiver
requests, we must determine what weight, if any, we should accord its existing LMAs with WBNE(TV), New
Haven and WBVT(TV), Virginia Beach, Virginia.  Currently, television LMAs are not attributable to the
brokering station, nor, taken alone, are they considered a "meaningful" relationship within the scope of the
cross-interest policy.  At present, therefore, we will not accord significance to Hicks's LMAs in evaluating its
waiver requests.  We note, however, that the Commission has proposed to attribute television LMAs to the
brokering station where, as in Hartford-New Haven and Norfolk, the stations involved are in the same market
and the brokerage arrangement includes more than 15 percent of the brokered station's weekly broadcast hours. 
See Further NPRM, 11 FCC Rcd at 19908-09.  In addition, the Commission has proposed that any LMA that
would be attributable for duopoly rule purposes under this approach "would also count in applying our other
ownership rules, including, for example . . . the one-to-a-market rule (or radio-television cross-ownership
rule)."  Id. at 19909 (footnotes omitted).  And, while the Commission has proposed to grandfather those LMAs
-- such as the LMAs here -- that were entered into prior to November 5, 1996, the adoption date of the Second
Further NPRM, it has also indicated that it would "reserve the right . . . to invalidate an otherwise
grandfathered LMA in circumstances that raise particular competition and diversity concerns, such as those
that might be presented in very small markets."  Second Further NPRM, 11 FCC Rcd at 21693-94. 
Accordingly, consistent with our treatment of transactions raising similar issues, we will condition the one-to-a-
market waivers that we grant here on the outcome of these rule makings.  See REP WWBB G.P., 11 FCC Rcd
19689, 19693-94 (1996); S.E. Licensee, G.P., 11 FCC Rcd 16727, 16732 (1996).  If final rules for attributing
and grandfathering LMAs are established, we also would assess whether the class of transactions involving
radio, television and LMA interests such as those involved here should be permitted to continue.

     32.  Discussion.  We now turn to consideration of Hicks's one-to-a-market waiver requests.  Hicks's
acquisition of a radio-television combination in the Hartford-New Haven market requires reliance on the
statutory radio ownership limitations adopted in the Telecommunications Act of 1996 and incorporated into
our rules.  Issues related to radio and television cross-ownership remain pending in the television ownership
proceeding, in which the Commission is considering eliminating or modifying the one-to-a-market rule.  Second
Further NPRM, 11 FCC Rcd at 21685.  The Commission has concluded that pending the resolution of that
proceeding, permanent waivers will not be granted for combinations exceeding one television/two AM/two FM
stations.  Instead, such combinations are eligible for temporary one-to-a-market waivers conditioned on the
resolution of the issues raised concerning the one-to-a-market rule in the television ownership proceeding. 
Accordingly, with regard to Hicks's proposed radio-television combination in the Hartford-New Haven market,
we conclude that a permanent, unconditional waiver would not be appropriate, but that Hicks has justified grant
of a temporary, conditional waiver based on its case-by-case showing.  Grant of a waiver for Hicks's proposed
one television/one FM station combination in the Norfolk market need not be conditioned on the outcome of
the television ownership proceeding, but will be conditioned on the outcome of the proceedings concerning
attribution and grandfathering of television LMAs.  See supra,  32.  With regard to Hicks's proposed radio-
television combination in the Indianapolis market, we conclude that Hicks has justified grant of a permanent,
unconditional waiver.

     33.  Under the first waiver criterion, the Commission considers the public service benefits that will
result from the proposed radio-television combination, such as projected economies of scale, cost savings, and
programming and service benefits.  Second Report and Order, 4 FCC Rcd at 1753.  Hicks has demonstrated
that there will be significant economies of scale and cost savings arising from the proposed transaction that will
result in substantial public benefits in each market where Hicks requests a waiver of the one-to-a-market rule. 
In particular, Hicks estimates total annual cost savings of $345,000 in Hartford-New Haven, $466,562 in
Indianapolis and $54,800 in Norfolk.  The Hicks television stations will produce news programming for airing
on local Hicks radio stations and give the radio stations access to audio feeds of news and weather coverage,
including coverage of local emergencies and political candidate debates.  The radio stations in each combination
also will join with the television stations to sponsor and promote charitable causes and local community events
in order to reach wider audiences.  In addition, the television and radio stations will work together in each
market to increase the effectiveness of their EEO recruitment efforts by sharing information  on job openings,
applicants and recruitment sources.

     34.  Turning to the second criterion, the Commission's "concern with the types of facilities merging
under the authority of a one-to-a-market waiver reflects our interest in assessing the potential impact of a
proposed combination of stations in a given market in order that we might predict and avoid any significant
adverse effect on diversity or competition from too powerful a combination."  Great American Television and
Radio Co., Inc., 4 FCC Rcd 6347, 6349-50 (1989).  In this regard, we must "consider such factors as whether
the proposed radio-television combination involves a UHF or VHF TV station or an AM or FM radio station,
as well as the size or class of the stations involved.  Second Report and Order, 4 FCC Rcd at 1753.  Turning
first to Hicks's proposed combination in the Hartford-New Haven market, the proposed combination involves
an ABC-affiliated VHF station, WTNH-TV.  We have independently confirmed that, excluding the LMA
station WBNE(TV), WTNH-TV competes in the market with one network-affiliated VHF and eight UHF
stations (including two network-affiliated UHF stations).  Three of these stations have facilities comparable
or superior to those of WTNH-TV.  Hicks's proposed combination also involves five Class B FM and one
Class B AM station.  We have independently determined that there are numerous competing Class B FM and
Class B AM stations in the Hartford-New Haven market.

     35.  Hicks's proposed Indianapolis combination involves a CBS-affiliated VHF station, WISH-TV. 
We have independently confirmed that WISH-TV competes in the market with three VHF and 10 UHF stations,
including two network-affiliated VHF stations and one network-affiliated UHF station.  Three of these stations
have facilities comparable or superior to those of WISH-TV.  Hicks's proposed combination also includes two
Class B FM stations and one Class B AM station.  We have independently determined that there are numerous
competing Class B FM and Class B AM stations in the Indianapolis market.    

     36.  Hicks's proposed Norfolk combination involves an NBC-affiliated VHF station, WAVY-TV.  We
have independently confirmed that, excluding the LMA station WVBT(TV), WAVY-TV competes in the
market with two VHF and five UHF stations, including two network-affiliated VHF stations and one network-
affiliated UHF station.  Two of these stations have facilities comparable or superior to those of WAVY-TV. 
Hicks's proposed combination also includes one Class B FM station.  We have independently determined that
there are numerous competing Class B FM stations in the Norfolk market, as well as one Class C, one Class
C1 and one Class C3 FM station.

     37.  In sum, our analysis indicates that Hicks's proposed radio-television combinations will compete
with stations with similar and, in some cases, superior technical facilities in each of the three markets in
question.  We also find that Hicks has demonstrated that due to the number of "voices" in these markets, the
levels of competition and diversity will remain high.  See infra,  40-46.  Thus, although the technical facilities
of some of the stations involved are significant, given the substantial competing facilities in each market, we
find that the proposed combinations do not present issues of market dominance inconsistent with the public
interest.  Regarding the third criterion, Hicks does not currently own any media outlets in the three markets in
question other than those involved in these waiver requests.

     38.  Although Hicks states that none of the broadcast stations at issue is in financial distress, we have
previously indicated that not all five factors need be present to justify grant of a waiver.  See Second Report
and Order Recon., 4 FCC Rcd at 6491; Great American Television and Radio Co., Inc., 4 FCC Rcd at 6349. 
We have also granted a number of one-to-a-market waivers where there was no finding that any of the stations
were in financial distress.  See, e.g., Louis C. DeArias, 11 FCC Rcd 3662, 3667 (1996); Alta Gulf FM, Inc.,
10 FCC Rcd 7750, 7751 (1995); Secret Communications, L.P., 10 FCC Rcd 6874, 6877 (1995).

     39.  The final factor in our analysis relates to the level of diversity and competition in the relevant
markets.  Indicia of the level of diversity include the number of broadcast outlets, the number of separately-
owned and operated "voices" in the market, and the presence of cable and non-broadcast media.  Hartford-New
Haven is ranked as the 27th largest television market.  Based on the showing submitted by Hicks, as well as
our independent research, we have verified that there are two VHF and nine UHF television stations licensed
in the Hartford-New Haven DMA, and 21 AM and 20 FM radio stations in the Hartford-New Haven television
metro market.  Following the proposed merger, there will be a total of 52 radio and television stations in the
market representing 32 separate broadcast "voices."  A wide variety of other media are also available, including
13 daily and 43 weekly newspapers and publications, 24 cable television systems and 12 LPTV stations.  

     40.  With respect to economic concentration and competition, our independent research in the BIA
Publications, Inc. Master Access Television Analyzer Database ("BIA TV Database") indicates that WTNH-
TV garnered  23.2 percent share of 1997 television advertising revenues in the Hartford-New Haven DMA,
and two stations in the DMA had comparable or superior television advertising revenue and audience shares. 
Our independent research in the BIA Publications, Inc. Master Access Radio Analyzer Database ("BIA Radio
Database") indicates that Hicks's proposed radio combination garnered a 37.4 percent share of 1997 radio
advertising revenues in the Hartford and New Haven radio advertising markets.  Together, the stations in
Hicks's proposed combination had a combined 1997 television and radio advertising revenue share of 28
percent in the Hartford-New Haven market. 

     41.  Indianapolis is ranked as the 25th largest television market.  Based on the showing submitted by
Hicks, as well as our independent research, we have verified that there are four VHF and 10 UHF television
stations licensed in the Indianapolis DMA, and 12 AM and 30 FM radio stations in the Indianapolis television
metro market.  Following the proposed merger, there will be a total of 56 radio and television stations in the
market representing 39 separate broadcast "voices."  A wide variety of other media are also available, including
28 daily and 51 weekly newspapers and publications, 40 cable television systems and 11 LPTV stations.

     42.  With respect to economic concentration and competition, our independent research in the BIA TV
Database indicates that WISH-TV garnered 22.9 percent of 1997 television advertising revenue in the
Indianapolis market.  Our independent research in the BIA Radio Database indicates that Hicks's proposed
radio combination garnered 27.2 percent of 1997 radio advertising revenue in the Indianapolis market. 
Together, the stations in Hicks's proposed combination garnered a combined television and radio advertising
revenue share of 24 percent in the Indianapolis market.  

     43.  Norfolk is ranked as the 39th largest television market.  Based on the showing submitted by Hicks,
as well as our independent research, we have verified that there are three VHF and 5 UHF television stations
licensed in the Norfolk DMA, and 14 AM and 22 FM radio stations in the Norfolk television metro market. 
Following the proposed merger, there will be a total of 44 radio and television stations in the market
representing 30 separate broadcast "voices."  A wide variety of other media are also available, including 4 daily
and 14 weekly newspapers and publications, 14 cable television systems and 17 LPTV stations.

     44.  With respect to economic concentration and competition, our independent research in the BIA TV
Database indicates that WAVY-TV garnered 25 percent of 1997 television advertising revenue in the Norfolk
market, one station in the DMA had a comparable television advertising revenue share and two stations had
greater television audience shares.  Our independent research in the BIA Radio Database indicates that WKLR-
FM garnered 3.1 percent of radio advertising revenue in the 1997 Richmond radio advertising market.  If all
of WKLR-FM's revenues were attributed to the Norfolk radio advertising market, WAVY-TV and WKLR-FM
would have commanded a combined television and radio advertising share of 18.1 percent in the Norfolk
market.
     
     45.  In sum, therefore, we conclude that Hicks has demonstrated that the proposed radio-television
combinations will not create any undue concentration of ownership or control of the broadcast media in the
three markets in question.  The number of broadcast stations and separately-controlled "voices" in the markets
ranges between 44 and 56 and between 30 and 39, respectively, levels of diversity consistent with the levels
approved in previous waiver requests.  See, e.g., Paxson Communications Corp., 11 FCC Rcd 19583, 19594-
95 (MMB 1997) (conditional one-to-a-market waiver granted in market with 47 broadcast stations representing
30 separate voices); Triathlon Broadcasting of Little Rock Licensee, Inc., 12 FCC Rcd 13907, 13913 (MMB
1997) (conditional one-to-a-market waiver granted in market with 51 broadcast stations representing 32
separate voices).  The combined television and radio advertising revenue shares of the radio-television
combinations involved range from 18.1 percent to 28 percent, shares consistent with revenue shares approved
in other one-to-a-market waiver requests.  See, e.g., NewCity Communications, Inc., 12 FCC Rcd at 3944
(conditional one-to-a-market waiver granted where combination garnered 29 percent of combined television
and radio advertising revenues in 22nd television market); S.E. Licensee G.P., 11 FCC Rcd at 16734
(conditional one-to-a-market waiver granted where combination garnered 24.2 percent combined television and
radio advertising revenue in 42nd television market).  Our conclusion also takes into account the DOJ's review
of the proposed merger, and its decision to require the divestiture of certain stations in markets other than the
Hartford-New Haven, Indianapolis and Norfolk markets but otherwise not to oppose the merger on antitrust
grounds.  See supra,  4.   
     
     46.  We conclude, based on the record, that temporary, conditional waivers of the one-to-a-market rule
for Hicks's proposed radio-television combinations in the Hartford-New Haven and Norfolk markets, and a
permanent, unconditional waiver of the one-to-a-market rule for Hicks's proposed radio-television combination
in the Indianapolis market, are appropriate in this case.  The markets in question are both diverse and highly
competitive.  Although some of Hicks's commonly-controlled facilities in each of these markets are technically
significant, competing facilities do exist.  Grant of the waivers will result in economic efficiencies and facilitate
enhanced local programming by the stations in question.  Moreover, grant of the waivers will facilitate the
proposed merger.  On balance, we are persuaded that the public benefits to be derived from Hicks's joint
ownership of radio and television station combinations in these markets would outweigh any negative effect
on competition and diversity and, therefore, that waivers of the one-to-a-market rule are justified.

                         OTHER MATTERS

     47.  License renewal applications are now pending for SFX stations in California, Connecticut, New
York, Pennsylvania and Rhode Island.  Generally, when license renewal and transfer applications involving
the same broadcast stations are both pending, the Commission refrains from acting on the transfer application
until after it has taken action on the renewals.  Where a transfer application overlaps with the renewal period
of stations involved in a multiple-station transfer, however, the Commission will act on the transfer in the
normal course "so long as there remain no basic qualifications issues against the transferor and transferee that
cannot be resolved in acting on the transfer and so long as both the transferor and transferee indicate in the
record their express willingness to abide by such a procedure."  Capital Cities/ABC, Inc., 11 FCC Rcd 5841,
5900-01 (1996).  There are no unresolved basic qualifications issues against SFX or Hicks.  In addition, Hicks
has demonstrated that it is otherwise qualified to acquire the stations in question and that the merger and the
associated transfer of control and assignment applications are in the public interest.  Moreover, SFX and Hicks
have provided written expressions of their willingness to assume the consequences associated with Hicks
succeeding to the place of SFX in the pending license renewal applications for SFX stations.  Therefore, we
find that the pending license renewal applications are not an impediment to approval of the merger, and that
the public interest is served by facilitating this multiple station transfer without prejudicing the public's ability
to comment on the proposed transactions.  See Stockholders of CBS Inc., 11 FCC Rcd at 3747-50.

                           CONCLUSION

     48.  Accordingly, IT IS ORDERED, That the request for waiver of the Commission's one-to-a-market
rule, Section 73.3555(c), to permit common ownership of stations WTNH-TV, New Haven and WPLR(FM),
New Haven, WHCN(FM), WKSS(FM), WPOP(AM), Hartford, and WWYZ(FM) and WMRQ(FM),
Waterbury, Connecticut IS GRANTED subject to the outcome of the pending television ownership rule making
proceeding, Television Broadcast Ownership, Second Further Notice of Proposed Rule Making in MM
Docket Nos. 91-221 and 87-8, 11 FCC Rcd 21655 (1996), and of the pending broadcast attribution rule
making proceeding, Attribution of Broadcast and Cable/MDS Interests, Further Notice of Proposed Rule
Making in MM Docket 94-150, 92-51 and 87-154, 11 FCC Rcd 19895 (1996).  Should divestiture be required
as a result of those proceedings, Hicks is directed to file an application for Commission consent to sell the
necessary station(s) within six months from the release of the final Orders in those proceedings.

     49.  IT IS FURTHER ORDERED, That the request for waiver of the Commission's one-to-a-market
rule, Section 73.3555(c), to permit common ownership of stations WISH-TV and WFBQ-FM, WRZX-FM,
and WNDE-AM, Indianapolis, Indiana, IS GRANTED.  Should divestiture be required as a result of that
proceeding, Hicks is directed to file an application for Commission consent to sell the necessary station(s)
within six months from the release of the final Order in the proceeding.
     
     50.  IT IS FURTHER ORDERED, That the request for waiver of the Commission's one-to-a-market
rule, Section 73.3555(c), to permit common ownership of stations WAVY-TV, Portsmouth and WKLR-FM,
Williamsburg, Virginia IS GRANTED subject to the outcome of the pending broadcast attribution rule making
proceeding, Attribution of Broadcast and Cable/MDS Interests, Further Notice of Proposed Rule Making,
MM Docket Nos. 94-150, 92-51 and 87-154, 11 FCC Rcd 19895 (1996).  Should divestiture be required as
a result of that proceeding, Hicks is directed to file an application for Commission consent to sell the necessary
station(s) within six months from the release of the final Order in the proceeding.
          
     51.  IT IS FURTHER ORDERED, That the transfer of control of SFX Broadcasting, Inc. to SBI
Holding Corp. (File Nos. BTC, BTCH, BTCFT-970923A1 through D9, E2 and E3, GJ through HZ) IS
GRANTED subject to the conditions that (1) Hicks divest its interests in WGNE-FM, Titusville, Florida,
WTPT(FM), Forest City, North Carolina, WJMZ(FM), Anderson, WESC(AM) and WESC-FM, Greenville,
South Carolina and KKPN(FM), Houston, Texas, or assign such interests to the Henry M. Rivera trust,
concurrently with the transfer of control, (2) Hicks assign its interest in WRKI(FM), Brookfield, Connecticut
to the Henry M. Rivera trust concurrently with the transfer of control, and (3) Hicks comply with the terms
of its settlement agreement with the Department of Justice, as set forth in the Proposed Final Judgment in
United States v. Hicks, Muse, Tate & Furst Inc., Case No. CV98-2422 (E.D.N.Y., filed March 31, 1998).

     52.  IT IS FURTHER ORDERED, That the application to assign the license of WGNE-FM,
Titusville, Florida from Southern Starr Ltd. Partnership to Clear Channel Metroplex Licenses, Inc. (File No.
BALH-980326GE) IS GRANTED subject to the condition that the assignment take place concurrently with,
and not prior to, the transfer of control of SFX Broadcasting, Inc. to SBI Holding Corp.

     53.  IT IS FURTHER ORDERED, That the applications to assign the license of WJMZ(FM),
Anderson, South Carolina from Benchmark Greenville L.L.C. and the licenses of WTPT(FM), Forest City,
North Carolina and WESC(AM) and WESC-FM, Greenville, South Carolina from WJMZ License Ltd.
Partnership to Clear Channel Radio Licenses, Inc. (File Nos. BAL, BALH-980324GE, GG through GI) ARE
GRANTED subject to the condition that the assignments take place concurrently with, and not prior to, the
transfer of control of SFX Broadcasting, Inc. to SBI Holding Corp. 

     54.  IT IS FURTHER ORDERED, That the application to assign the license of KKPN(FM), Houston,
Texas from SFXTX Ltd. Partnership to HBC Houston License Corp. (File No. BALH-980325GJ) IS
GRANTED subject to the condition that the assignment take place concurrently with, and not prior to, the
transfer of control of SFX Broadcasting, Inc. to SBI Holding Corp.

     55.  IT IS FURTHER ORDERED, That the applications to assign the licenses of WINE(AM) and
WRKI(FM), Brookfield, Connecticut, WGNE-FM, Titusville, Florida, WPUT(AM), Brewster, New York,
WAXB(FM), Patterson, New York, WTPT(FM), Forest City, North Carolina, WESC(AM) and WESC-FM,
Greenville, South Carolina, WJMZ(FM), Anderson, South Carolina and KKPN(FM), Houston, Texas from
Danbury Broadcasting, Inc., Southern Starr Ltd. Partnership, Commodore Media of Westchester, Inc.,
Benchmark Greenville L.L.C., WJMZ License Ltd. Partnership and SFXTX Ltd. Partnership, respectively,
to Capstar Broadcasting Corp. (File Nos. BAL, BALH-980320GE through GN), and from Capstar
Broadcasting Corp. to Henry M. Rivera, Trustee (File Nos. BAL, BALH-980320GR through HA) ARE
GRANTED for a temporary six month period or, in the case of the stations subject to the Proposed Final
Judgment in United States v. Hicks, Muse, Tate & Furst Inc., Case No. CV98-2422 (E.D.N.Y., filed March
31, 1998), up to six months from the entry of the Proposed Final Judgment or within five business days after
notice of entry of the Final Judgment, subject to the conditions that (1) consummation of the assignments take
place concurrently with, and not prior to, the transfer of control of SFX Broadcasting, Inc. to SBI Holding
Corp. and (2) the trustee comply with the terms of the Proposed Final Judgment.  Any request to extend this
temporary period should be filed at least 45 days prior to the end of the period and will be closely scrutinized. 
 

                              FEDERAL COMMUNICATIONS COMMISSION



                              Roy J. Stewart
                              Chief, Mass Media Bureau